UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
BriaCell Therapeutics Corp.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
10778Y302
(CUSIP Number)
December 31, 2022
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 10778Y302
| 1. | Names of Reporting Persons |
| | |
| | Lynwood Opportunities Master Fund |
| | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) |
| | |
| | (a) | ¨ |
| | (b) | ¨ |
| | |
| 3. | SEC Use Only |
| | |
| 4. | Citizenship or Place of Organization |
| | |
| | Cayman Islands |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH: | 5. | SOLE VOTING POWER | 1,460,000 | |
| | | | |
| 6. | SHARED VOTING POWER | 0 | |
| | | | |
| 7. | SOLE DISPOSITIVE POWER | 1,460,000 | |
| | | | |
| 8. | SHARED DISPOSITIVE POWER | 0 | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person |
| | |
| | 1,460,000 |
| | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
| | |
| 11. | Percent of Class Represented by Amount in Row (9) |
| | |
| | 9.3% |
| | |
| 12. | Type of Reporting Person (See Instructions) |
| | |
| | OO |
| Note: | Ownership information above is as of the end of business on February 14, 2023, the date of filing of this Schedule 13G. |
CUSIP No. 10778Y302
| 1. | Names of Reporting Persons |
| | |
| | Lynwood Capital Management Inc. |
| | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) |
| | |
| | (a) | ¨ |
| | (b) | ¨ |
| | |
| 3. | SEC Use Only |
| | |
| 4. | Citizenship or Place of Organization |
| | |
| | Ontario, Canada |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH: | 5. | SOLE VOTING POWER | 1,460,000 | |
| | | | |
| 6. | SHARED VOTING POWER | 0 | |
| | | | |
| 7. | SOLE DISPOSITIVE POWER | 1,460,000 | |
| | | | |
| 8. | SHARED DISPOSITIVE POWER | 0 | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person |
| | |
| | 1,460,000 |
| | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
| | |
| 11. | Percent of Class Represented by Amount in Row (9) |
| | |
| | 9.3% |
| | |
| 12. | Type of Reporting Person (See Instructions) |
| | |
| | CO |
| Note: | Ownership information above is as of the end of business on February 14, 2023, the date of filing of this Schedule 13G. |
CUSIP No. 10778Y302
| 1. | Names of Reporting Persons |
| | |
| | Ben Shapiro |
| | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) |
| | |
| | (a) | ¨ |
| | (b) | ¨ |
| | |
| 3. | SEC Use Only |
| | |
| 4. | Citizenship or Place of Organization |
| | |
| | Canada |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH: | 5. | SOLE VOTING POWER | 1,460,000 | |
| | | | |
| 6. | SHARED VOTING POWER | 0 | |
| | | | |
| 7. | SOLE DISPOSITIVE POWER | 1,460,000 | |
| | | | |
| 8. | SHARED DISPOSITIVE POWER | 0 | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person |
| | |
| | 1,460,000 |
| | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
| | |
| 11. | Percent of Class Represented by Amount in Row (9) |
| | |
| | 9.3% |
| | |
| 12. | Type of Reporting Person (See Instructions) |
| | |
| | IN |
| Note: | Ownership information above is as of the end of business on February 14, 2023, the date of filing of this Schedule 13G. |
Item 1.
| (a) | The name of the issuer is BriaCell Therapeutics Corp. (the “Issuer”). |
| (b) | The principal executive offices of the Issuer are located at Suite 300, 235 15th Street, West Vancouver, British Columbia, V7T 2X1. |
Item 2.
| (a) | This Schedule 13G (this “Statement” or this “Schedule 13G”) is being filed by: (1) Lynwood Opportunities Master Fund, a Cayman Islands entity (the “Fund”); (2) Lynwood Capital Management Inc., an Ontario corporation (the “Investment Manager”); and (3) Ben Shapiro (“Mr. Shapiro”) (all of the foregoing, collectively, the “Reporting Persons”). The Fund is an investment vehicle. The Fund directly beneficially owns the Common Stock (as defined below) reported in this Statement. The Investment Manager is the investment manager of the Fund. Mr. Shapiro is the President, Chief Executive Officer, Chief Investment Officer, sole director and indirect controlling stockholder of the Investment Manager. Mr. Shapiro and the Investment Manager may be deemed to beneficially own the Common Stock directly beneficially owned by the Fund. Each Reporting Person disclaims beneficial ownership with respect to any shares other than the shares directly beneficially owned by such Reporting Person. |
| (b) | The principal business office of the Fund is FG Services Limited, Suite 2206, Cassia Court, 72 Market Street, Camana Bay, P.O. Box 30869, Grand Cayman KY1-1204, Cayman Islands. The principal business office of the Investment Manager and Mr. Shapiro is 200 Bay St, Suite 1304, Royal Bank Plaza, South Tower, Toronto, Ontario M5J 2J1. |
| (c) | For citizenship information see Item 4 of the cover page of each Reporting Person. |
| (d) | This Statement relates to the Common Stock, no par value, of the Issuer (the “Common Stock”). |
| (e) | The CUSIP Number of the Common Stock is 10778Y302. |
Item 3. If this statement is filed pursuant to 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
| (a) | ¨ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
| (b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
| (c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
| (d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
| (e) | ¨ | An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E); |
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F); |
| (g) | ¨ | A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G); |
| (h) | ¨ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | ¨ | A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); |
| (k) | ¨ | Group, in accordance with §240.13d-1(b)(1)(ii)(K). |
If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: ______________________
Item 4. Ownership.
See Items 5-9 and 11 on the cover page for each Reporting Person, and Item 2, which information is given as of the end of business on February 14, 2023, the filing date of this Schedule 13G. The percentage of beneficial ownership as of the end of business on February 14, 2023 is based on 15,700,000 shares of Common Stock outstanding as of February 2, 2023, as reported by the Issuer in an Investor Presentation accessed from the Issuer’s website.
As of the Event Date of December 31, 2022, the beneficial ownership of the Reporting Persons was 1,530,000 shares of Common Stock, representing 9.9% all of the outstanding shares of Common Stock. Such percentage as of the Event Date is based on 15,518,018 shares of Common Stock outstanding as of December 12, 2022, as reported in the Issuer’s Schedule 14A filed on January 17, 2023.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ¨
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
| (c) | By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11. |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2023
| Lynwood Opportunities Master Fund | |
| Lynwood Capital Management Inc. | |
| Ben Shapiro | |
| | |
| By: | /s/ Ben Shapiro | |
| Ben Shapiro, for himself, and as President, Chief Executive Officer and Chief Investment Officer of the Investment Manager (for itself and on behalf of the Fund) | |
